Participation: what the bylaws say about members and directors

About Member participation:

In the Occupancy Bylaw, 3.2. Member Involvement
Members must attend all general members’ meetings. Members should take part in the other activities of the co-op.

In the Membership Bylaw: Member Approval and Unit Allocation, 2.2. Membership criteria
Applicants should have:
(a) An understanding of co-operative principles and member participation
(b) A positive attitude towards living in a community with people from different social, economic and cultural backgrounds and have a commitment to treating other members with respect
(c) An interest in contributing to the operation and life of the co-operative
(d) A willingness to accept their responsibilities as co-operative members
(e) Indication of permanency or long-term commitment to the co-operative

In the Organizational Bylaw, 1.5 Electronic Participation
(a) Special meaning
In this By-law “electronically” means transmitting information or data by telephone or in other electronic or technological ways, including phone calls, voicemail, fax, e-mail, automated touch phone system, cell phone, computer or computer networks.

(b) Electronic meetings
When meetings are held electronically or have electronic participation, people who attend electronically must be able to reasonably participate in the meeting. They are considered to be present at the meeting for all purposes including quorum.

In the Organizational Bylaw, 19.9. Members’ Conflict of Interest
At members’ meetings, all members can discuss and vote as they wish, even if they have a conflict of interest. Members are encouraged to declare the conflict of interest before taking part in the discussion. Members should try to act in the best interests of the co-op as a whole.

In the Organizational Bylaw, 4.3 Quorum at Members’ Meetings
(a) Minimum number
Sixty (60) members is the minimum number that must be present for the co-op to hold a legal members’ meeting. This is called a quorum. A quorum must be present at the beginning of the meeting and at the time of any vote. If there is not a quorum, anything done has no official status.
• If there is a secret ballot, a quorum has to be present at the time the ballots are collected, but not when the result is announced.
• When counting quorum, the chair is included if the chair is a member of the co-op.

About Board members’ participation:

In the Organizational Bylaw, 10.2. Performance of Directors’ Duties
Each director must
• attend all board and members’ meetings unless excused by the board based on advance notice of absence or later information if advance notice was not possible
• prepare for all meetings
• comply with the co-op by-laws and with board decisions, and
• comply with the Directors’ Ethical Conduct Agreement and the Confidentiality and Conflict of Interest Agreement.

In the Organizational Bylaw, 11.3. Phone or Electronic Meetings
Any or all directors can participate in a board meeting by conference phone or other equipment where all the directors can communicate with each other simultaneously and instantaneously.
A director participating in those ways is considered to be present at the meeting.

In the Organizational Bylaw, Conflict of Interest,  19.5. Rules for Directors
(a) Declaring
If a director has a conflict of interest or is involved in a situation that could become a conflict of interest, the director must declare it in writing before the next board meeting. If the director learns about it at a board meeting, the director must declare it at the meeting.
(b) If in doubt, declare
If a director is not sure whether something would be a conflict of interest, the director must report it to the board in the same way as stated in the previous paragraph. If other directors or members think a director could have a conflict of interest or is involved in a situation that could become a conflict of interest, they should also report it to the board.
(c) Deciding
The board has to decide if there is a conflict of interest and what to do about it. It should be considered at the first meeting after it is declared or reported or the next one after that. The persons who might have a conflict cannot participate in the process of deciding. They cannot be present while the decision is being made. The conflict declaration and the board decision must be recorded in the minutes of the meeting. This could be in the confidential minutes if appropriate.

In the Organizational Bylaw, 17.2. Committee Membership
(c) Board members may not participate as a voting member of a committee during their tenure on the Board unless a bylaw states that they can. However, directors may function as a Board liaison to a committee or as a member of an ad hoc committee reporting to the Board of Directors.

In the Organizational Bylaw, Schedule C: Director’s Ethical Conduct Agreement
7. I will attend all board and members’ meetings unless excused by the board based on advance notice of absence.
8. I will prepare for board meetings and act constructively at all board meetings.
9. I will participate in all training programs as decided by the board, including on human rights and Ontario disabilities legislation and I will sign Schedule F Woodsworth Code of Conduct.

About Committees

In the Organizational Bylaw, 17.3. Confidentiality and Conflict of Interest Agreement
All committee members must sign a Confidentiality and Conflict of Interest Agreement within ten days after they become members. A signed copy must be given to the manager. People who fail to do this are automatically removed from the committee.

Member meetings at Woodsworth – a summary of the bylaws

Member meetings are at the heart of Woodsworth’s democratic life. They are where members make important decisions together, review finances, set the budget, elect directors, and guide the future of our co-op.

Our bylaws and Rules of Order set out how meetings are called, how they operate, and the powers members have. This document is a summary of our bylaws relating to member meetings.

There is also another document on how Woodsworth sets up meetings – the Member Meeting Process Guide for GMMs and AGMs. This  document explains the process of setting up meetings and how to operate a hybrid meeting (in person and online meetings.)


1. Attendance

    • Mandatory: All members must attend General Members’ Meetings (GMMs), as required in the Occupancy Bylaw Article 3.2.

  • The Occupancy Agreement that members must sign upon Board approval of membership says:  You agree to obey all co-op by-laws and decisions made by the board and co-op members.

    Under the Co-operative Corporations Act and the co-op’s by-laws, the co-op can change the terms of membership and occupancy. You are entitled to a notice of all general meetings where members will decide on these changes. You are also entitled to attend and vote at these meetings. You will be bound by these changes even if you do not agree with them.
Typical Meetings:
    • Annual General Meeting (AGM): Held in November. Members review audited financial statements, elect Directors, and appoint the auditor for the coming year. [Organizational Bylaw, Article 3]

    • Budget Meeting: Usually in May. Members approve the operating budget and housing charges (effective the third month after approval). The Capital Budget may be approved at the same meeting or separately. [Spending Bylaw, Article 4]

    • Other GMMs: Called as needed to decide on bylaws, policies, or proposals. [Organizational Bylaw, Article 3.2]

    • Forums / Town Halls: Informal meetings for discussion only (no binding decisions).


2. Notices and Agendas

  • Timing: Notice must be sent at least 10 days before a meeting (but not more than 49 days). [Org. Bylaw, 3.3. (a) Notice of Members’ Meetings]

  • Who Gets Notice: All current members (membership is complete once the occupancy agreement is signed).

  • Contents: Date, time, and place of the meeting plus the agenda (or general nature of the business).

  • Special Cases:

    • Financial statements & auditor’s report must be sent at least 10 days before the AGM. [Org. Bylaw, 3.3 (d) Financial statements]

    • Proposed bylaws or budgets must be mentioned in the notice, with a full copy provided at least 5 days before the meeting. [Org. Bylaw, 3.3 (e) Proposed bylaws or budgets]

  • Adding Items: Members may submit written requests at least 15 days before a meeting. The Board must include them if they fall within member decision-making powers. [Organizational Bylaw, Article 4.1 (d)], 4.2  and  Article 6.3  (Co-op Act Requirements]. See also Amendments in Schedule A Rules of Order, Section 4.)]

  • Other Business: May be discussed at the meeting but not voted on unless it was included in the notice. [Organizational Bylaw, Article 4.1 (b)]

  • When members can make decisions

    The members do not manage the affairs of the co-op. They have final say only in the ways stated in the Co-op Act. In addition, the by-laws require member approval for certain actions. Examples where member approval is required are listed in  Organizational Bylaw, Article 6.1 (b)

Optional member approval
The board can request approval from the members for any action that is not within the definition of Major Commitment. If the board requests approval, it must follow the decision of the members’ meeting.
[Organizational Bylaw 24.1 (c)]


3. Quorum

At least 60 members (including those attending on Zoom or other live streaming service) must be present for a meeting to have legal standing. Without quorum, no votes can be taken. [Organizational Bylaw, Article 4.3 (a)]


4. Participation

  • Non-Members: Staff or other non-members may attend or speak only with the Chair’s permission. Members may overturn this permission. Non-members cannot vote or make motions. [Organizational Bylaw, Article 4.4]

  • Speaking: Members may speak for up to 3 minutes (unless extended by the Chair). Everyone gets a turn before anyone speaks again. [Organizational Bylaw, Rules of Order, Rule 3: Speaking]

  • Amendments: Must be relevant and consistent with the original motion. If the mover/seconder accepts, it becomes a “friendly amendment.” Otherwise, it is debated and voted on separately. [Organizational Bylaw, Rules of Order, Rule 4: Amendments]

  • At members’ meetings, all members can discuss and vote as they wish, even if they have a conflict of interest. Members are encouraged to declare the conflict of interest before taking part in the discussion. Members should try to act in the best interests of the co-op as a whole. [Organizational Bylaw, Article 19.9]
    • People may take written notes at co-op meetings but cannot audio- or video-record them, whether attending in person or remotely. The board alone may authorize recording—for example, to assist with meeting minutes or accommodate a disability. [Organizational Bylaw, Article 21.2]

    5. How Meetings Operate

    • Meetings follow Woodsworth’s Rules of Order. [Organizational Bylaw, Schedule A Rules of Order]

    • The Chair keeps discussion fair and orderly. The Chair rules on procedure, but members may appeal the ruling.

    • Motions & Debate: Discussion begins only after a motion is moved and seconded. [Organizational Bylaw, Rules of Order, Rule 2]


    6. Voting

    • Chair’s Vote: The Chair may vote only if they are a member and only in two cases:

      • On a secret ballot (with no second vote in case of a tie).

      • To break a tie in other votes.
        [Organizational Bylaw, Article 5.3 (e)]

    • Simple Majority: More than half the votes cast (abstentions not counted). Required for most decisions, including the operating and capital budgets. A tie defeats the motion. [Organizational Bylaw, Article 5.4 (a)]

    • Two-Thirds Majority: Needed to confirm bylaws, bylaw amendments, and special resolutions (such as Articles of Incorporation changes or Major Commitments – see Organizational Bylaw, Article 24.1(a) ).
      [Organizational Bylaw, Article 5.4 (b)]

    • Examples: See Rule 6 of the Rules of Order for details on calculating majorities.


    7. Member Authority

    The Board manages the day-to-day affairs of the co-op, but members have final authority in key areas, including:

    • Electing or removing Directors

    • Approving housing charges

    • Approving operating and capital budgets

    • Appointing the auditor

    • Approving major commitments [Organizational Bylaw, Article 24.1]

    • Confirming bylaws and bylaw changes

      [Organizational Bylaw, Article 6.1 (b)]

    • Authority of Members’ Meetings [Organizational Bylaw, Article 4.2]

      A members’ meeting can amend any by-law or budget presented to it. Any decision at a members’ meeting must be within the powers of the members as stated in section 6.1 of this By-law (Co-op Act Requirements). See also Amendments in Schedule A Rules of Order, Section 4.

    • Financial – major commitments
      The Organizational Bylaw lists which kinds of expenditures must be brought to the member for a vote.  [Organizational Bylaw, Article 24. 1]
  •  Optional member approval

    The board can request approval from the members for any action that is not within the definition of Major Commitment. If the board requests approval, it must follow the decision of the members’  meeting. [Organizational Bylaw, Article 24.1 (c)]
  • Authority to spend

    When the members approve borrowing under this article [Organizational Bylaw Article 24.1 (d)], they are not automatically giving the board authority to spend the borrowed money. Spending authority has to be requested separately as stated in the Occupancy By-law and Spending By-law. That can be requested at the same members’ meeting or another members’ meeting.
    [Organizational Bylaw, Article 24.1 (d)]

  • The official Rules of Order have many examples to help meeting chairs and participants.